Wyoming Foreign Registration › Do I need to register?
Transacting business in Wyoming: who has to register
A foreign LLC has to hold a Wyoming certificate of authority ahead of any business here, and the application fee is $150. The statute sets 11 named activities aside and calls its list incomplete. Where your company falls is for a Wyoming business lawyer to settle.
The shape of the rule
Two parts: a ban on transacting business without a certificate, and a list of examples that are not transacting business. The list opens with "among others", so it gives examples of safe activity and does not fence in all of it.
The activities the statute sets aside
The statute names maintaining, defending or settling any proceeding; holding meetings and other internal affairs; bank accounts; offices or agencies for transferring and registering its own securities, and trustees or depositaries for them; selling through independent contractors; soliciting or obtaining orders that must be accepted outside Wyoming to become contracts; creating or acquiring debt, mortgages and security interests in real or personal property; securing or collecting debts and enforcing security; owning real or personal property, without more; an isolated transaction completed within thirty days and not part of repeated transactions of a like nature; and interstate commerce.
The same list, in four groups
| Group | What is set aside |
|---|---|
| Disputes and governance | Fighting or settling a proceeding; meetings of the board and shareholders; other internal matters |
| Money | Bank accounts; securities transfer offices and trustees; borrowing, lending and taking security; collecting debts |
| Sales | Independent contractors; solicited orders that need acceptance elsewhere; interstate commerce |
| Property and one-offs | Holding real or personal property and nothing more; one isolated deal that is finished quickly |
The isolated-deal clock
One entry carries a clock. A deal done once stays outside the rule only if it is over in 30 days and is not repeated. A deal that drags beyond that, or repeats, loses the protection, and then the broad rule decides, on the facts of the case.
Owners, managers and organizers
A foreign corporation, limited partnership or LLC that is an organizer, a manager or a member of a company does not need a certificate to carry out those duties. The company needs one; its owners do not each need their own.
Nonprofit corporations
Wyoming has no state registration requirement for charities and fund raisers, but a nonprofit corporation formed elsewhere may still have to qualify as a foreign corporation.
How an LLC comes under the corporation article
Foreign LLCs ride on the foreign article of the corporation chapter, with the Wyoming LLC Act prevailing where the two disagree. That is why the corporation chapter's list of activities answers an LLC's question too.
What the Secretary of State says about its own role
The Business Division says it does not advise on legal questions. It also states the basic duty plainly: entities doing business in Wyoming must qualify by filing a certificate of authority application.
Everyday situations
Wyoming bank accounts are listed, along with plain property ownership and orders accepted elsewhere. A warehouse, a storefront, or a crew working in Wyoming appear on no list. A remote employee, a single large contract, and an online shop shipping into Wyoming each depend on their facts.
Facts to gather before you decide
Write down what the company actually does in Wyoming: where orders are accepted, whether it owns or leases anything here, whether anyone works here, and from what date. The list turns on those facts, and the began-doing-business date goes on the application anyway.
If the company has already crossed it
A foreign company transacting business here without a certificate is shut out of court: it may not maintain a proceeding in any Wyoming court until it obtains a certificate of authority. Even so, failing to obtain a certificate does not impair the validity of the company's acts or stop it defending a proceeding in Wyoming. The financial exposure is $5,000 plus fees, license taxes and interest, set out on the penalty page.
What registering costs once you decide
The state's price for an LLC is $150, paid once with the packet. After the certificate issues, the yearly license tax starts at $60. The fee page lists every Wyoming charge.
Other agencies and other rules
Wyoming registration is one filing. The form instructions point filers to the Department of Revenue for sales and use tax, the Department of Workforce Services for workers compensation and unemployment insurance, and the Wyoming Business Council for licensing and permits.
What registering leaves alone
A certificate of authority does not move the company's home law to Wyoming. It is the same company, now authorized to transact business here, with the same operating agreement and the same members.
Our part
When you have decided to register, we assemble the packet for $199. If you are still deciding, the step-by-step page shows what the filing involves.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Transacting-business questions
Is owning land in Wyoming enough?
Holding property here and nothing else is among the listed activities.
What about taking orders online?
Orders that must be accepted outside Wyoming are on the list. Other Wyoming activity changes the picture.
Does an owner of the LLC need its own certificate?
No. Being a member or manager of a company is not enough to require one.
Does the list cover everything?
No. The statute opens it with "among others", and the Secretary of State describes it as non-exhaustive.
How long can a one-off deal run?
It stays on the list only if it is finished within 30 days.
What does working here without a certificate cost?
$5,000, plus fees, license taxes and 18 percent interest.
The price
Register in Wyoming
- The Wyoming application and the agent consent form, completed from a short questionnaire
- A cut-off date for ordering your home certificate, so it is still inside the window when the packet leaves
- A Wyoming registered agent with a street address, from us or of your choosing
- The certificate of authority Wyoming issues, forwarded to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $150 Wyoming fee
$150 is what Wyoming charges an LLC. Other entities pay other amounts, listed on the cost page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Wyoming Secretary of State, Business Division fee schedule
- Wyoming Secretary of State, foreign LLC application for certificate of authority and instructions
- W.S. 17-16-1503, application for certificate of authority
- Wyoming Secretary of State, should I apply for a certificate of authority
- Wyoming Secretary of State, foreign profit corporation application for certificate of authority
- W.S. 17-16-1501, authority to transact business required
- Wyoming Secretary of State, business questions and answers
- W.S. 17-16-1533, applicability of chapter to foreign limited liability companies
- W.S. 17-16-1502, consequences of transacting business without authority
Working in Wyoming already?
Start the packet today. The state's penalty clock runs for every year the company works without authority.